| 3. Subsection (b) provides that each partner is entitled to a |
| settlement of all partnership accounts upon winding up. It also |
| establishes the default rules for closing out the partners' |
| accounts. First, the profits and losses resulting from the |
| liquidation of the partnership assets must be credited or charged |
| to the partners' accounts, according to their respective shares |
| of profits and losses. Then, the partnership must make a final |
| liquidating distribution to those partners with a positive |
| account balance. That distribution should be in the amount of |
| the excess of credits over the charges in the account. Any |
| partner with a negative account balance must contribute to the |
| partnership an amount equal to the excess of charges over the |
| credits in the account provided the excess relates to an |
| obligation for which the partner is personally liable under |
| Section 306. The partners may, however, agree that a negative |
| account does not reflect a debt to the partnership and need not |
| be repaid in settling the partners' accounts. |